SEC Form 4 · accession 0001127602-18-007092
WARNER MEDIA, LLC · TWX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey L Bewkes
Officer — Chairman of the Board and CEO · Director
Period of report
Feb 15, 2018
Accepted (ET)
Feb 20, 2018 · 3:26 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001105705
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, Par Value $.01F2 | Feb 15, 2018 | M | 160,776 | $0.00 | A | 834,799 | D | |
| Common Stock, Par Value $.01 | Feb 15, 2018 | F | 77,886 | $94.99 | D | 756,913 | D | |
| Common Stock, Par Value $.01F2 | Feb 15, 2018 | M | 41,528 | $0.00 | A | 798,441 | D | |
| Common Stock, Par Value $.01 | Feb 15, 2018 | F | 20,117 | $94.99 | D | 778,324 | D | |
| Common Stock, Par Value $.01F5 | holding | — | — | — | 40,001 | I | By Savings Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF2 | — | Feb 15, 2018 | M | 160,776 | D | Feb 15, 2018 | Feb 15, 2018 | Common Stock, Par Value $.01 | 160,776 | 0 | D |
| Restricted Stock UnitsF7,F2,F6 | — | Feb 15, 2018 | M | 41,528 | D | — | — | Common Stock, Par Value $.01 | 41,528 | 290,698 | D |
Explanation of responses
- F1On February 15, 2015, the Reporting Person was awarded 90,324 target performance stock units with a three-year performance period ending December 31, 2017. On January 24, 2018, the Compensation and Human Development Committee approved a payout of 178% of the target PSUs under the performance standards set in 2015, based on (i) the Issuer's cumulative Adjusted EPS achieved during the performance period, which resulted in an Adjusted EPS factor of 200% and (ii) its total stockholder return for the performance period compared to the other companies in the S&P 500, which resulted in a TSR modifier of 89%. The payout factor for the performance stock units is determined by multiplying the Adjusted EPS factor and the TSR modifier. On February 15, 2018, the Reporting Person acquired 160,776 shares of common stock upon the vesting of the performance stock units.
- F2Each performance stock unit or restricted stock unit represents a contingent right to receive one share of common stock. The Reporting Person received one share of common stock for each performance stock unit or restricted stock unit that vested.
- F3Payment of tax liability by withholding shares of common stock incident to the vesting of performance stock units or restricted stock units in accordance with Rule 16b-3.
- F4Shares of common stock acquired upon the vesting of restricted stock units awarded on February 15, 2017.
- F5The Time Warner Savings Plan, a qualified employee benefit plan (the "Savings Plan"). Includes shares of common stock acquired through the reinvestment of dividends paid on the common stock held by the Savings Plan.
- F6These restricted stock units vest in four equal installments on the first four anniversaries of their date of grant, February 15, 2017.
- F7These restricted stock units include (i) restricted stock units that are scheduled to vest in four equal installments on each anniversary of February 15, 2017; and (iii) restricted stock units that are scheduled to vest in four equal installments on each anniversary of February 15, 2018.